Exhibit 10.10


 


Agreement between The Companies and the

 Municipality of Ingall




 


AGREEMENT


 


Between


 


(1) African Agriculture,
Inc. a Delaware corporation, registered under number 5721264, having as its agent CORPORATION SERVICE COMPANY, 251 Little Fails Drive,
Wilmington, New Castle, DE 19808, United States of America, and having its offices at 445 Park Avenue, 9th Floor, New
York, NY 10022, United States of America, represented by its President and Chief Executive Officer. Alan Kessler


 


(2) Agro Industries
Corp., a company incorporated in the Cayman Islands, under company number 331695, with registered offices at 2nd Floor, Strathvale
House. 90 North Church Street, George Town. Grand Cayman, P.O. Box 1103 KYI-1102 Cayman Islands, représentée par son
Directeur,  Chris Narborough


 


(hereinafter, “The Companies”)


 


On the one hand.


 


And


 


(3) The municipality of Ingall, a territorial
collectivity of the Republic of Niger, represented by its Mayor, Nafa Roueba;


 


(hereinafter the “Municipality”)


 


On the other hand,


 


(hereinafter the “Parties”)



 






     


     


    



Agreement between The Companies and the

 Municipality of Ingall


 


The following is stated:


 


1. The Municipality of Ingall is a territorial community of the Republic
of Niger endowed with legal personality and enjoying free administration and financial autonomy as stipulated by Law n°2008-42 of
July 31, 2008 relating to the organization and administration of the territory of the Republic of Niger and Ordinance n°2010-54 of
September 17, 2010 on the general code of territorial communities of the Republic of Niger.


 


2. Within the framework of the implementation of the plans of local
development and its territory, while respecting the general orientations of the State in economic, social and cultural matter, the undersigned
Municipality decides to establish an exclusive partnership object of the present convention with “the Companies”.


 






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Agreement between The Companies and the

 Municipality of Ingall


 


3. “AFRICAN AGRICULTURE” is a company incorporated in Delaware under U.S. law, specializing in agribusiness. It is a partner of the USAID
Finance and Investment Network and works with the American bank EXIM. It is present in the subregion to develop partnerships with local
authorities in order to make largescale investments in the development of the hydro-agricultural potential of the area concerned.


 


4. AGRO INDUSTRIES is
one of the leading agricultural companies present in Africa, 100% owner of Fermes de la Teranga, a Senegalese company operating the
largest farm in Senegal with 25,000 hectares prime farming land in St Louis.


 


5. It also aims to contribute
to the reduction of Niger’s trade balance deficit and to the achievement of national food self-sufficiency by improving productivity
and competitiveness levels in the areas of Intervention. Through its commitments, “the Companies” intend to be part
of the dynamics of territorial development.


 






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Agreement between The Companies and the

 Municipality of Ingall


 


6. The present agreement is established to this effect to specify the modalities of operationalization of the commitments of each Party
as well as the conditions of implementation of the final agreement.


 


To this end, the following has been agreed
and determined:


 


Article 1: Creation of a company under
Nigerien law


 


“The
Companies” will create a company under Nigerien
law in charge of the project which will exploit the land under the decree to be issued.


 


Article 2: Purpose of the Agreement


 


2.1. The project will involve the planting of a minimum of one
million (1,000,000) hectares of trees to optimize the production of carbon credits in an area to be mutually agreed upon by the
Parties with access to an underground aquifer for irrigation purposes for the sale of carbon footprints as well as water and usage
rights.


 






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Agreement between The Companies and the

 Municipality of Ingall


 


2.2. The Municipality will also allocate an additional one
hundred thousand (100,000) hectares of land in favorable areas for commercial production for local and industrial consumption of
alfalfa (or other biomass products) on a large scale following hydrogeological and soil studies.


 


23. “The Companies” will be granted exclusive
exploitation rights over the land for agricultural projects involving alfalfa (or any other biomass products) and environmental projects
involving the sale of carbon credits, as well as rights to use the subsurface water for forty-nine (49) years over and under the areas
of land allocated as described above in sections 2.1 and 2.2 (hereafter, the “Areas”).


 


2.4. An initial area of twenty-five thousand (25,000) hectares spread over one or more plots of land is urgently needed for the start
of the pilot works.


 


2.5. Another area to be determined by mutual agreement of the parties
will be developed by “The Companies” for the benefit of the populations for market gardening with a view to exploiting
several agricultural speculations such as onions, potatoes, tomatoes, peppers among others.


 






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Agreement between The Companies and the

 Municipality of Ingall


 


Article 3: Map of the location of the agricultural perimeter of “The Companies”


 


The boundaries of the Areas allocated to the project will be delineated, the villages and hamlets polarizing
the affected Areas will be listed at the level of the Municipality and the cattle runs and production tracks directly impacted by
the activity will be identified.


 


Article 4: Obligations of the Municipality


 


The Municipality undertakes to, in accordance with the appropriate administrative procedures:


 


a. Put at the disposal of “The Companies” for its exclusive exploitation as provided in Section 2.3
the areas:


 


		°	 of one million (1,000,000) hectares allocated for
tree planting;



 


		°	of one hundred thousand (100,000) hectares for the cultivation
of alfalfa or any other biomass product;



 






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Agreement between The Companies and the

 Municipality of Ingall


 


b. To make a delineation of the targeted Areas for the project after the hydrogeological and soil studies and
the determination of the geographical coordinates by experts;


 


c. Facilitate “The Companies” collaboration with producer organizations or any other entity that
could contribute to the achievement of its reforestation and production objectives; and


 


d. To set up, by order of the Mayor, a monitoring committee which he will chair and which will be composed of
the office of the municipal council, the national deputies of the Municipality or the department, two representatives of “The
Companies”, the tribal chiefs, the representative of the Regional Direction of the Environment in order to watch over the
respect of the stipulations of the present convention. This committee will produce an annual evaluation report that the municipal
council can use to decide on the continuation of the collaboration.


 






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Agreement between The Companies and the

 Municipality of Ingall


 


Article 5: Obligations of “The Companies”


 


5.1, “The Companies” undertake to:


 


a. Develop the affected Areas in compliance with the Land Use and Assignment Plan of the Municipality, and with
the laws in force;


 


b. To assist the local population in the development of land made available under section 2.4 for market gardening for farming, fodder
cultivation and market gardening;


 


c. Develop existing grazing areas and livestock watering points with easy access for animals;


 


d. Facilitate access to new technologies for the population to improve their standard of living;


 


e. To give priority to the recruitment of local manpower taking into account the criterion of competence and to
promote local companies for the execution of certain tasks falling under their competences and services;


 






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Agreement between The Companies and the

 Municipality of Ingall


 


f. Develop in the first two years the access roads for the project, which will be regularly maintained at its expense.
These tracks will follow optimal trajectories in relation to the villages of the Areas covered by the project which benefit from right
of way and can be used by the local population without disturbing the operations of “The Companies”;


 


g. Accompany the populations of the Municipality allocating land to “The Companies” in the
implementation of social projects (construction of classrooms, school canteens with dormitories, provision of school supplies,
rehabilitation and/or construction of places of worship, construction and equipment of health huts, equipped reference health
center, drinking water points for the populations);


 






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Agreement between The Companies and the

 Municipality of Ingall


 


h. Committing many resources to the development of the local university sector, including engaging U.S. universities
for training and development, building low-cost housing for “The Companies” employees,
and developing solar power for electricity generation, among others;


 


i. Develop in the first three years of the project all the nurseries, and all associated incubation, for the
tree shrubs and plant growth, necessary for the successful cultivation of a mature carbon sequestration program, fully built and
staffed by local employment.


 


j. To grant seventy five million (75,000,000) FCFA francs from the first year of carbon credit sales as
budgetary support to the Agadez Region for the implementation of social projects and more particularly for education and training
for women; and


 


k. To pay to the Municipality signatory of the present Agreement  an annual payment of fifty million
(50,000,000) FCFA per year as a contribution to the Municipality’s foundation for the training programme during the construction of
the greenhouses and the plantation.


 






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Agreement between The Companies and the

 Municipality of Ingall


 


l. To pay to the Municipality signatory of the present Agreement, a total annual sum of six hundred and fifty
million (650,000,000) FCFA;


 


m. Receive and make available to the monitoring committee for the implementation of the agreement, any information and documents that
it may have requested in order to carry out its mission.


 


5.2. The payment of fifty million (50,000,000) FCFA per year provided for in Article 5.1(k) will continue until the first year of
the sale of carbon credits.


 


5.3. The payment of six hundred and fifty million (650,000,000) FCFA to the Municipality provided for in Article
5.1(1) shall be paid from the first year of the sale of carbon credits. The payment shall be made before the end of the first quarter
of the year to participate in the operation of the municipality and the annual investment plan. 




  
 5.4. In the event
of force majeure, for economic, agronomic, sanitary or natural reasons, war or act of war, sabotage, insurrection, terrorism, civil unrest
or requisition, “The Companies” may negotiate with the committee to revise its commitments for the year concerned.
 






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Agreement between The Companies and the

 Municipality of Ingall


 


Article 6: Entry into force and duration of the Agreement


 


6.1. This Agreement shall enter into force on the date of signature.


 


6.2. This Agreement is entered into for a term of forty-nine (49) years (allocation of exclusive rights over the Areas as per Section
2.3) renewable after evaluation of the project.


 


6.3. This Agreement shall remain in effect until superseded by the final agreement to be entered into after the
 hydrogeological studies, soil studies and determination of the boundaries of the Areas allocated to the project.


 






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Agreement between The Companies and the

 Municipality of Ingall


 


Article 7: Acceptance of clauses / Amendment / Termination


 


7.1. The Parties agree to all of the above clauses which may not be amended or modified until replaced by the final agreement.


 


7.2. This Agreement shall be binding on the Parties and shall be enforceable without reservation.


 


7.3. In the event of non-compliance with the commitments by one of the parties, the  beneficiary of this commitment may terminate  the
contract after giving six (06) months notice.


 


7.4. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. The English language version of this Agreement shall be the
original, governing instrument and understanding of the Parties. In the event of any conflict between this
English language version of the Agreement and the French translation, the English language version shall govern and control.


 






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Agreement between The Companies and the

 Municipality of Ingall


 


Article 8: Applicable Law and Dispute Resolution


 


8.1. This Agreement shall be governed by the laws of the State of New York, United States.


 


8.2. The Municipality and “The Companies” agree that all disputes arising from or in connection
with this Agreement shall first be settled amicably through negotiations for a maximum period of 30 days from the notification of the
dispute.


 


8.3. If no amicable agreement is reached at the end of the negotiations provided for in Article 8.2, the dispute
shall be subject to mediation under the supervision of the civil court with territorial jurisdiction in the matter, for a maximum
period of 30 days from the date of referral to the court.


 


8.4. If no agreement is reached at the end of the mediation provided for in Article 8.3, the dispute shall be
finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more
arbitrators appointed in accordance with those Rules. The place of arbitration shall be Paris, France. The Municipality hereby
irrevocably waives any immunity from jurisdiction and any immunity from enforcement in respect of any dispute arising out of this Agreement.


 






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